FREDERICK SOUND, Alaska - "There's a whale right here, next to us!" whispered 15-year-old Will, leaning over the railing and frantically trying to focus his camera on the shiny black hump off the port side bow. "And there's another one, right there!" he said, pointing at the second giant head that rose up and tipped sideways, fixing a round black eye on the ship.

Humpback whales, too many to count, circled the Sea Bird as the 62-passenger vessel, a Lindblad Expedition cruise ship, idled in Alaska's Frederick Sound. Like kids at the circus, afraid of missing something, Will and his cousin Dagney - my nephew and niece - dashed back and forth across the deck, counting the whales: two close to Will, another four off the starboard bow and more in the distance. Gently rippling the water's glassy surface, the behemoths rose, blew long frothy breaths and with a final flip of enormous white-flecked flukes, dove out of sight.

Warmed by long sunny days, the Inland Passage's krill population explodes in summer, attracting hundreds of humpbacks, and in some places, nearly as many cruise ships. As long as the food lasts, the migrating whales - who haven't eaten in five months - patrol the Sound, following the food, surfacing, diving, hunting, and eating nonstop, putting on pounds for the return swim back to Hawaii.

"You don't have to whisper," said Jonathan, the ship's onboard naturalist, out on deck to take photos of his own. "The whales can't really hear us talk," he told us. "They can hear banging and engine noises. High-pitched whines, too. If there were five or six ships here they might swim away. But we're the only ship with the time to stay and watch."

Being alone is what wildlife watching is all about, especially in the hidden inlets of the Inside Passage, the interisland coastal route between Vancouver and the Gulf of Alaska. Come July, however, if you chartered a float plane for an aerial tour of the main channel, you could count on spotting ten mega-ships on the move and another 15 docked at ports from Ketchikan and Sitka to Juneau and Skagway.

And on shore? Thousands of disappointed travelers standing in line when they'd expected to see eagles, orcas and sea otters. Precious vacation time spent waiting for tour buses and queuing up to pay for souvenirs. Towering 3000-passenger ships so big calling at ports so small that the sidewalks feel like Times Square. Floating hotels so huge that Alaska is little more than scenery for onboard cooking demonstrations, yoga classes, floorshows and wellness seminars.

That's not my idea of wild country. I want to see the glaciers from a deck near the water, close enough to hear a fish jump. To kayak along the shoreline, looking for brown bears scratching up gravel in search of a meal. To snap photos of Bird Island, where sea lions haul out on the rocks. For me, being in the scene is what Alaska cruising is all about.

Cruise West's fleet used to sail these routes. But the company is gone now, folded in September 2010. Fortunately, five of its expedition-style ships still said in the "silver triangle," the waterways roughly between Skagway in the north, Sitka in the west and Ketchikan in the south. A network of channels, bays and inlets protected by adjacent islands, the region teems with life.

Three of those ships now belong to Inner Sea Discoveries and its deluxe division, American Safari Cruises - rebranded "Un-Cruise Adventures" a few weeks ago (January 2013). The new name reflects what the company has been doing all along, says Un-Cruise spokesperson SarahScoltock. "We focus more on adventure and less on the on-ship experience," she told me. "You can pick a ship and route that best fits your kind of adventure; luxury, active or heritage."

Un-Cruise's seven-ship Alaska fleet has been redesigned to carry fewer passengers, more crew and a lot more outdoor gear: kayaks, inflatable rafts, snorkel and scuba gear. The company's so-called "luxury yachts" offer extras like yoga classes and spa treatments. The "active" ships are designed for travelers who'd rather join than watch, sportsmen on the go.

"We've gotten very good at breaking up large groups into units of eight or 10, each with a guide, so that when you're out in a Zodiac or walking along the beach, you feel like one of a very few," said Scoltock. "Even with 80 passengers on board - and that's not a lot - each person has a truly personal experience."

As for the Sea Bird, she sails where giant ships can't go, maneuvering in shallow coves and through narrow fiords. With flex time built into the schedule, her captain is free to follow a pod of swimming orcas or to stop to photograph a raft of sea otters.

"Each trip has an intended itinerary" said Brian Silver, an adventure specialist at Lindblad's headquarters. "But these are expeditions with a purpose, to show you wildlife and the wildness. And since animals travel and weather conditions vary, it's possible that you'll visit slightly different places."

The onboard naturalists on our trip - experts in marine biology, geology, regional history or native cultures - guided most onshore outings and led the daily pre-excursion orientations, sometimes with spot-on timing. We were standing by the rail, talking about melting glaciers just as a giant chunk of ice calved off into water.

Our only port-of-call was at Petersburg, a fishing village settled by Norwegians. We stretched our land legs on a guided "bog walk," then wandered about, visiting the history museum and the drug store (handy if you run out of toothpaste). And we sampled one of the town's several fish-and-chip joints, serving the world's best (no kidding) fresh halibut, beer-battered and deep fried.

The Sea Bird's interior is small but efficiently designed, with several lounges, a dining room and 32 outside cabins. The décor, in simple blue and white, is renovated annually; the cabins are small but have adequate space and spotless efficiency bathrooms. Dress and meals are casual, with buffet service at breakfast and lunch.

Hearty three-course dinners with white and red wine, were waiter-served at a single seating, with no assigned tables. That gave us a chance to move around and sit with passengers we'd met on excursions, kindred spirits with similar life experiences and sometimes even politics. "The people on these kinds of cruises are birds of a feather," said Joyce Hunter, a retiree from Michigan.

For this or any expedition cruise, I recommend hiking boots or sturdy tennis shoes. You may have to walk on a dirt path, a gravel beach, and will probably climb in and out of the Zodiacs. Our passenger contingent ranged from 35 to 65 years old, but there were exceptions: a toddler, two teenagers and several octogenarians. While we tramped on the beaches and paddled kayaks, the seniors were happy to watch from the deck or the lounge. On a small ship cruise, Alaska is that close.

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IF YOU GO:

Per person rates for Lindblad Expedition Cruises include all meals, guided shore excursions, and use of kayaks, sports and weather gear. Not included are alcoholic beverages and some outfitter-guided shore tours, mostly in Sitka and Juneau. To understand the region, invest in my favorite map, the "Inside Passage Cruise Guide," from Coastal Cruise Tour Guides, at $15.95, available at http://www.trektools.com.

Most small ship routes in the Silver Triangle sail half-circle routes between Juneau and Sitka. Check websites for specifics.

PRICES: Rates for a seven-day cruise can range from $3,000 to $7,000, depending on the cabin type and date: early season, mid-summer or late summer. All meals, table wines and use of kayaks, snorkels, rubber boots and Zodiac excursions are usually included; alcoholic beverages and tips may not.

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